Charles Hyle
TEXAS CAPITAL BANCSHARES INC/TXAbout Charles S. Hyle
Independent director since 2013; age 74. Former Senior EVP and Chief Risk Officer at KeyCorp, with prior roles at Barclays Capital (Global Head of Credit Portfolio Management) and JPMorgan; designated by TCBI as an SEC “Financial Expert.” Currently serves on the Audit Committee and chairs the Risk Committee. No current public company directorships; none in the past five years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyCorp / KeyBank NA | Senior EVP & Chief Risk Officer | 2004–2012 | Led risk management across credit and operational risk; informs TCBI Risk Committee leadership |
| Barclays Capital | Managing Director & Global Head of Credit Portfolio Management (London/US) | 1980–2003 | Deep credit portfolio expertise; global markets perspective |
| JPMorgan | Banker | 1972–1980 | Foundational banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Learn Launch + Accelerator (Boston) | Impact investor (education technology startups) | Ongoing | Community/innovation engagement; non-public role |
| Public company boards | None | — | No current or past five-year public company directorships |
Board Governance
- Committee assignments: Audit Committee (member) and Risk Committee (Chair); designated “financial expert.”
- Independence: Board determined Hyle and all directors except the CEO are independent under Nasdaq and SEC rules.
- Attendance: Board held 7 meetings in 2024; each director participated in at least 75% of Board and committee meetings on which they served. Annual meeting attendance in 2024 was 11 of 12 directors.
- Board service limits: Directors capped at four public boards; Chairman at two; CEO/execs at one—reduces interlock risk.
- Technology Committee formed January 22, 2025 (not applicable to Hyle).
| Committee | Hyle Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Risk | Chair | 4 |
| Governance & Nominating | Not a member | 4 |
| Compensation & Human Capital | Not a member | 5 |
| Technology | Not a member | 0 (formed Jan 22, 2025) |
Fixed Compensation
- Program structure (2024 rates): Board retainer $70,000; Chairman $90,000; Audit Chair $30,000; Risk Chair $30,000; Compensation Chair $25,000; Governance Chair $25,000; Committee member $10,000; plus $80,000 equity retainer in RSUs.
- 2024 director fees include meeting fees and subsidiary board committee fees where applicable.
| Year | Fees Earned or Paid in Cash (USD) | Notes |
|---|---|---|
| 2024 | $120,000 | Includes Board/committee retainers, meeting fees, and chair fees per program |
Performance Compensation
- Equity retainer: Time-based RSUs (no performance metrics) intended to align interests; directors receive approximately half of annual compensation in equity.
- 2024 grants: On April 23, 2024, 1,330 RSUs at $60.16 fair value per share; vest in full April 23, 2025. Hyle elected to defer vesting of 100% until separation from Board. As of Dec 31, 2024, Hyle held 1,330 unvested RSUs (same as other current directors except Midkiff).
| Grant Date | Instrument | # RSUs | Grant-Date Fair Value/Share | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Apr 23, 2024 | Time-based RSUs | 1,330 | $60.16 | Cliff vest Apr 23, 2025 | 100% deferred until Board separation |
Performance metrics: None disclosed for directors; RSUs are time-based (not tied to revenue/EBITDA/TSR).
Other Directorships & Interlocks
- Current public boards: None. Past five years: None.
- Board service limits policy mitigates interlock risk.
Expertise & Qualifications
- Broad financial services and credit/operational risk management expertise; SEC “Financial Expert” designation.
- Risk oversight leadership: Chairs TCBI Risk Committee with all members independent.
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (common) | 13,020 shares | Includes 10,012 shares held outright and 3,008 deferred shares |
| % of shares outstanding | <1% | Based on 46,124,746 shares outstanding (record date Feb 19, 2025) |
| Unvested RSUs (Dec 31, 2024) | 1,330 units | 2024 director equity award; vest Apr 23, 2025 |
| Stock ownership guideline | 5x cash retainer; counts RSUs | All independent directors (except Midkiff) met guideline as of Dec 31, 2024 |
| Pledged/hedged shares | Prohibited by policy | Directors/officers cannot hedge, short, margin, or pledge company stock |
Governance Assessment
- Board effectiveness: Hyle’s risk pedigree (KeyCorp CRO; Barclays portfolio management) and SEC “Financial Expert” status reinforce TCBI’s risk oversight and audit sophistication—aligned with his roles as Risk Chair and Audit member.
- Independence and engagement: Independent status and ≥75% meeting participation threshold met in 2024; annual meeting attendance culture strong.
- Incentive alignment: Director pay split roughly half cash/half equity; RSU deferral election extends horizon to separation, strengthening long-term alignment.
- Conflicts and related-party exposure: Loans to directors require Board pre-approval and market terms; annual certifications and no related-party transactions requiring specific disclosure—no red flags identified.
- Risk indicators: Anti-hedging/anti-pledging policy is shareholder-friendly; limits on external board service reduce overboarding/interlock risk. No legal proceedings or controversies disclosed relating to Hyle.
Director Compensation (Detail)
| Component | 2024 Value |
|---|---|
| Cash fees | $120,000 |
| Stock awards (RSUs) | $80,013 |
| Total | $200,013 |
RSU program: $80,000 equity retainer; grants made at fair value per RSU with standardized vesting; directors may elect deferral.
Board Governance (Committee Composition Snapshot)
| Committee | Members (selected) | Notes |
|---|---|---|
| Audit | Baliff, Browning, Huntley, Hyle, Long, Tremblay | All independent; multiple “audit committee financial experts” including Hyle |
| Risk | Hyle (Chair), Rosenberg, Stallings, Whitley, Midkiff | All independent; oversight of enterprise risk appetite/framework |
RED FLAGS
- None identified for Hyle: no related-party transactions requiring disclosure; hedging/pledging prohibited; independence confirmed; attendance threshold met.